asx appendix 3b - australian securities exchange - asx · stanfield funds management limited acn...

(Subject to Deed of Company Arrangement)

Stanfield Funds Management Limited ACN 006 222 395

(Subject to Deed of Company Arrangement) Unit 10, 100 railway Road, Subiaco WA 6008 TEL: 08 6315 3505 FAX: 08 9481 1947

5 May 2015

ASX Announcements Office

Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Stanfield Funds Management Limited (the “Company”)

ACN 006 222 395

ASX APPENDIX 3B

We refer to the Company's ASX Appendix 3B lodged on 4 March 2015. As disclosed in the subsequent announcements in relation to the issue of shares under the Entitlement Offer dated 27 March 2015 and 23 April 2015 the full number of shares under the Entitlement Offer have been issued. The attached Appendix 3B is in relation to the other offers made under the Company's Prospectus dated 4 March 2015, being the Conversion Offers, Creditor Offers and Broker Offer. All issues under the Prospectus dated 4 March 2015 are now complete. Yours sincerely Stanfield Funds Management Limited

Stephen Hewitt-Dutton Company Secretary

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Appendix 3B New issue announcement

+ See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 1

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities

and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

STANFIELD FUNDS MANAGEMENT LIMITED

ABN

54 006 222 395

We (the entity) give ASX the following information.

Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Fully paid ordinary shares

2 Number of +securities issued or

to be issued (if known) or maximum number which may be issued

1. Conversion Offers – 4,744,548 Shares – 9,440,000 Options A

2. Creditor Offers – 1,072,651 Shares 3. Broker Offer – 900,000 Shares

3 Principal terms of the

+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares Options A - ex $0.25, expiry 30 April 2018

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+ See chapter 19 for defined terms. Appendix 3B Page 2 01/08/2012

4 Do the +securities rank equally

in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:

the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Ordinary shares – Yes Options – No. Each ordinary share allotted

as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all aspects pari passu with the existing ordinary fully paid shares in the capital of the Company on issue at the date of issue.

5 Issue price or consideration

1. Conversion Offers – Shares issued to the

Noteholders pursuant to conversion of notes at $0.25 with free attaching options; and

2. Creditor Offers – Shares issued for nil

cash consideration to Unsecured Creditors under the DOCA and shares issued to New Creditors for services provided.

3. Broker Offer - $0.01 per Share

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

The funds raised by the Offers will be to use for:

Completion of the Recapitalisation Proposal and effectuation of the DOCA;

Comply with the ASX conditions for reinstatement;

Review of assets, investments and opportunities;

general working capital; as set out in the Company’s Prospectus.

There are no new funds being raised under the Creditor Offers or the Conversion Offers.

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6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

Yes

6b The date the security holder

resolution under rule 7.1A was passed

30 April 2015

6c Number of +securities issued

without security holder approval under rule 7.1

Nil

6d Number of +securities issued

with security holder approval under rule 7.1A

Nil

6e Number of +securities issued

with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

1. Conversion Offers – 4,744,548 Shares – 9,440,000 Options A

2. Creditor Offers – 1,072,651 Shares 3. Broker Offer – 900,000 Shares

6f Number of securities issued

under an exception in rule 7.2 Nil

6g If securities issued under rule

7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

N/A

6h If securities were issued under

rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

6i Calculate the entity’s remaining

issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7.1 – 2,423,758 7.1A – 1,615,839

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7 Dates of entering +securities into uncertificated holdings or despatch of certificates

Conversion offers – 30 April 2015 New Creditor Offer – 30 April 2015 Unsecured Creditor Offer – 4 May 2015

Number +Class 8 Number and +class of all

+securities quoted on ASX (including the securities in section 2 if applicable)

16,158,387 Fully paid Ordinary Shares


+securities not quoted on ASX (including the securities in section 2 if applicable)

9,440,000

Options: Ex $0.25, expiry 30 April 2018

10 Dividend policy (in the case of a

trust, distribution policy) on the increased capital (interests)

N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non-

renounceable?

13 Ratio in which the +securities

will be offered

14 +Class of +securities to which the

offer relates

15 +Record date to determine

entitlements

16 Will holdings on different

registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements

in relation to fractions

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18 Names of countries in which the entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of

acceptances or renunciations

20 Names of any underwriters 21 Amount of any underwriting fee

or commission

22 Names of any brokers to the

issue

23 Fee or commission payable to the

broker to the issue

24 Amount of any handling fee

payable to brokers who lodge acceptances or renunciations on behalf of +security holders

25 If the issue is contingent on

+security holders’ approval, the date of the meeting

26 Date entitlement and acceptance

form and prospectus or Product Disclosure Statement will be sent to persons entitled

27 If the entity has issued options,

and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if

applicable)

29 Date rights trading will end (if

applicable)

30 How do +security holders sell

their entitlements in full through a broker?

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31 How do +security holders sell

part of their entitlements through a broker and accept for the balance?

32 How do +security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date

Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities

34 Type of securities

(tick one)

(a)

Securities described in Part 1

(b)

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities Tick to indicate you are providing the information or documents

35

If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

36

If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional +securities

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Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

N/A

39 Class of +securities for which quotation is sought

N/A

40 Do the +securities rank equally in

all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state:

the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

N/A

41 Reason for request for quotation

now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

N/A


+securities quoted on ASX (including the securities in clause 38)

N/A N/A

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Quotation agreement 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX

may quote the +securities on any conditions it decides. 2 We warrant the following to ASX.

The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

There is no reason why those +securities should not be granted +quotation.

An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any

information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 5 May 2015 (Company Secretary) Print name: Stephen Hewitt-Dutton

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

4,720,594

Add the following:

• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

Note: • Include only ordinary securities here –

other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

Entitlement Offer – 4,720,594

Conversion Offers – 4,744,548 Creditor Offers –1,072,651 Broker Offer – 900,000

Nil

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

Nil

“A” 16,158,387 For

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Step 2: Calculate 15% of “A”

“B” 0.15

[Note: this value cannot be changed]

Multiply “A” by 0.15 2,423,758

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note: • This applies to equity securities, unless

specifically excluded – not just ordinary securities

• Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed


Nil

“C” Nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15

Note: number must be same as shown in Step 2

2,423,758

Subtract “C”


Nil

Total [“A” x 0.15] – “C” 2,423,758

[Note: this is the remaining placement capacity under rule 7.1]

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement

capacity is calculated

“A”

Note: number must be same as shown in Step 1 of Part 1

16,158,387

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed

Multiply “A” by 0.10 1,615,839

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes: • This applies to equity securities – not

just ordinary securities • Include here – if applicable – the

securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained


Nil

“E” 1,615,839

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10


1,615,839

Subtract “E”


Nil

Total [“A” x 0.10] – “E” 1,615,839

Note: this is the remaining placement capacity under rule 7.1A

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